8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 5, 2007

SMITHFIELD FOODS, INC.

(Exact name of registrant as specified in its charter)

Virginia	1-15321	52-0845861
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Commerce Street Smithfield, Virginia	23430
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (757) 365-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

During a presentation at the Lehman Brothers Back-To-School Consumer Conference in Boston, Massachusetts on September 5, 2007, the Registrant’s President and Chief Executive Officer, C. Larry Pope, made a PowerPoint presentation containing certain financial information about recent acquisitions and investments of the Company, including reconciliations of net income to EBITDA for the following acquisitions and for the periods indicated (amounts in millions):

• Cook’s Hams, Inc. and Armour-Eckrich (formerly the non-turkey product assets of the branded meats business of ConAgra Foods, Inc.) combined, which for the ten months ending July 29, 2007 had net income of $20, interest of $18, depreciation & amortization of $11, and taxes of $11, and annualized based on the ten months ending July 29, 2007 had net income of $24 and an EBITDA of $71.

• Butterball (formerly the Butterball and Longmont turkey products business of the ConAgra Foods branded meats business), which for the ten months ending July 29, 2007 had net income of $16, interest of $8, and depreciation & amortization of $4, and annualized based on the ten months ending July 29, 2007 had net income of $19, and an EBITDA of $34. These numbers for Butterball represent only the Registrant’s 49% share in the Butterball, LLC joint venture which made this acquisition.

• Groupe Smithfield S.L., which during the twelve months ending July 29, 2007 had net income of $20, and an EBITDA of $58. These numbers for Groupe Smithfield represent only the Registrant’s 50% share in the Groupe Smithfield joint venture.

• Premium Standard Farms, Inc. (PSF), which for a recent twelve month period, had net income of $27, and an EBITA of $97. The recent twelve month period consists of the quarter ended July 29, 2007 (when owned by the Company) plus the last three quarters of PSF’s fiscal year ending March 2007. These numbers include $9 of acquisition expenses, $8 of legal settlement fees and $6 of inventory step-up for purchase accounting.

The PowerPoint presentation, which is attached as Exhibit 99.1 to this report, is incorporated herein by reference. The Registrant presented EBITDA for these acquisitions because it uses, and believes it is common for others to use, EBITDA as a method for determining fair value of a business. The Registrant presented annualized numbers based on the ten months ending July 29, 2007 for the Armour-Eckrich and Butterball acquisitions as those acquisitions occurred only ten months ago and the Company believes those ten months are largely representative of a full year of ownership of those acquisitions.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1     PowerPoint materials from the Registrant’s presentation at the Lehman Brothers Back-To-School Consumer Conference in Boston, Massachusetts held on September 5, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SMITHFIELD FOODS, INC.
Date: September 6, 2007	/s/ Michael H. Cole
	Michael H. Cole
	Vice President, Chief Legal Officer and Secretary

EXHIBIT INDEX

Exhibit 99.1 PowerPoint materials from the Registrant’s presentation at the Lehman Brothers Back-To-School Consumer Conference in Boston, Massachusetts held on September 5, 2007.

EX-99.1

1

Lehman Brothers 1

st

Annual

Back-To-School Consumer Conference

C. Larry Pope

President and Chief Executive Officer

Smithfield Foods, Inc.

September 5, 2007

Exhibit 99.1

2

FORWARD-LOOKING STATEMENTS

This presentation contains “forward-looking”

statements within the meaning of the federal securities laws. The

forward-looking statements includes statements concerning the Company’s outlook for the future, as well as

other statements of beliefs, future plans and strategies or anticipated events, and similar expressions

concerning matters that are not historical facts. The Company’s forward-looking information and statements are

subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or

implied by, the statements. These risks and uncertainties include the availability and prices of live hogs and

cattle,

raw

materials,

fuel

and

supplies,

food

safety,

livestock

disease,

live

hog

production

costs,

product

pricing, the competitive environment and related market conditions, the timing and extent to which beef export

markets are reopened, hedging risk, operating efficiencies, changes in interest rate and foreign currency

exchange

rates,

access

to

capital,

the

investment

performance

of

the

Company’s

pension

plan

assets

and the

availability of legislative funding relief, the cost of compliance with environmental and health standards,

adverse results from on-going litigation, actions of domestic and foreign governments, labor relations issues,

credit exposure to large customers, the ability to make effective acquisitions and successfully integrate newly

acquired

businesses

into

existing

operations

and

other

risks

and

uncertainties

described

in

the

Company’s

Annual Report on Form 10-K for fiscal 2007 and in its subsequent Quarterly Reports on Form 10-Q. Readers are

cautioned not to place undue reliance on forward-looking statements because actual results may differ

materially from those expressed in, or implied by, the statements. Any forward-looking statement that the

Company makes speaks only as of the date of such statement, and the Company undertakes no obligation to

update any forward-looking statements, whether as a result of new information, future events or otherwise.

Comparisons

of

results

for

current

and

any

prior

periods

are

not

intended

to

express

any

future

trends or

indications

of

future

performance,

unless

expressed

as

such,

and

should

only

be

viewed

as

historical

data.

3

# 1 Market Position

#1 Turkey Processor

#1 Spiral Hams Producer

#1 Cattle Feeder

#1 Smoked Pork Chops Producer

#1 Bacon Producer

#1 Poultry Hot Dogs Producer

#1 Smoked Ham Producer

#1 Deli Salami Producer

With sales approaching $12 billion in fiscal 2007, Smithfield

Foods is the world’s #1 hog producer

and #1 pork processor.

In the United States, our market share also makes us the…

4

Core Strategies

•

Capitalize on our vertically integrated protein model

•

Realign packaged and branded meats away from

commodity oriented products to higher margin

convenience oriented products to deliver higher profits

•

Utilize our raw materials internally

5

•

Arbitrage fresh meat to maximize profit by accessing

both domestic and international markets

•

Develop attractive international markets

Core Strategies

6

Recent Growth Initiatives

•

Improve packaged meats margins

•

Accretive acquisitions

•

European expansion

Packaged Meats Margins

1

8

Lb. Share –

10%

Rank #4

Distribution –

83%

West

North East

Lb. Share –

13%

Rank #2

Distribution –

96%

Bacon Source: Nielsen Co. Avg

acv

52 W/E 4/21/07

Lb. Share –

24%

Rank #1

Distribution –

100%

Lb. Share –

23%

Rank #1

Distribution –

99%

South

Central

Bacon

Market Leader

Smithfield Foods Brands by Region

1

9

Lb. Share –

32%

Rank #1

Distribution –

96%

West

North East

Lb. Share –

54%

Rank #1

Distribution –

88%

Smoked Meats Source: Fresh Look Marketing Avg

distribution

52 W/E 4/29/07

Lb. Share –

55%

Rank #1

Distribution –

92%

Lb. Share –

55%

Rank #1

Distribution –

96%

South

Central

Smoked Meats

Market Leader

Smithfield Foods Brands by Region

1

10

•

3 billion-pound base of business upon which to leverage

•

Provides the opportunity to reposition brands up the

value scale

•

1% margin improvement equates to $50 million in pre-

tax profits

•

Regional brand strategy takes advantage of regional

preferences, both domestically and internationally, while

limiting the impact of a single adverse event

Provides Significant Scale and Market

Share for Packaged Meats

1

11

Utilize Raw Materials Internally

1

Base Business

(2005)

Add: Cook’s

Add: Armour-Eckrich

Bacon

Hams

83%

16%

78%

20%

7%

0%

20%

40%

60%

80%

100%

120%

99%

Net Buyer

105%

Note: Even with addition of

Premium

Standard

Farms’

raw

materials, Smithfield Foods is

still a net buyer of hams.

12

Fresh Meat

Traditional

Products

Convenience

Products

$0.00

$0.02

$0.04

$0.06

$0.08

$0.10

$0.12

$.01-.02/lb.

$.03-.05/lb.

$.05/lb.

$.09-.12/lb.

¹

Traditional

products

–

sausage,

smoked

hams,

raw

bacon

and

hot

dogs

²

Convenience

products

–

pre-cooked

bacon,

pre-cooked

sausage,

pre-cooked

ribs,

pre-cooked

and

pre-sliced

hams

and

dry

sausage

$.01-.02/lb.

$.01-.02/lb.

1

2

$.04-.07/lb.

$.03-.05/lb.

Potential to Improve Processing Margins

1

Fresh Meat

Traditional

Products

Convenience

Products

13

1

Packaged Meats Volume Growth

43%

34%

8%

13%

Convenience Total

Volume growth since FY 2004                530 MM lbs

Total annual volume                                1,100 MM lbs

Annual volume as % of 3 billion lbs       37%

23%

-

23%

14%

Entrees

165%

157%

9%

19%

Dry sausage

21%

16%

5%

4%

Pre-cooked Sausage

13%

-

13%

22%

Pre-cooked Ribs

36%

-

36%

24%

Pre-cooked Spiral ham

25%

17%

8%

11%

Pre-cooked Boneless ham

97%

90%

7%

12%

Pre-cooked Bacon

Total

Business

Armour-

Eckrich

Base

Business

CAGR

FY 05-07

Trailing nine months

Accretive Acquisitions

2

15

¹

See EBITDA reconciliation on page 44

²

All amounts represent only the company’s share in these joint ventures

³

Equity and cash transaction; closed May 2007

4

Annualized Armour-Eckrich and Butterball based on 10 months of results under Smithfield Foods

5

First

quarter

of

Smithfield

Foods

FY08

plus

last

three

quarters

of

PSF

FY

ending

March

2007.

Includes

$9

million

of

PSF’s

acquisition expenses, $8 million of legal settlement fees and $6 million of inventory step-up for purchase accounting.

Recent Acquisitions

2

LTM

EBITDA

1

Company

Cook’s +

Armour-

Eckrich

Butterball

2

Groupe

Smithfield

2

Premium

Standard

Farms

3

Capital

Applied

$498 MM

$174 MM

$184 MM

$800 MM

Date

Acquired

April 2006/

October 2006

October 2006

August 2006

May 2007

$71 MM

4

$34 MM

4

$58 MM

$97 MM

5

16

•

Expanded core packaged meats business

•

Extended utilization of pork bellies and hams internally

•

Increased market position in branded packaged meats

•

Significantly reduced previously planned packaged meats

capital expenditures

Cook’s + Armour-Eckrich

2

17

•

Combined with Carolina Turkey’s to achieve #1 market

share

•

A national brand with strong brand equity

•

Extended vertical integration strategy

•

Increased our position as a multi-species player

Butterball

2

18

•

Substantially increased packaged and branded meats

market share in Western Europe

•

Dramatically upgraded branding and overall market

position in Western Europe

–

Upgrade from first price to private label and branded

•

Created significant synergies with our existing European

operations

•

Extended arbitrage strategy into Western Europe

Groupe

Smithfield S.L.

(Formerly Sara Lee European Meats)

2

19

•

Secured a long-term, stable, high quality source of raw

materials for our Midwest operations

•

Extended vertical integration strategy in the U.S.

•

Provided a process verified certification platform for high

end, niche retail, packaged meats and export customers

•

Matched raw material supply to expanded packaged

meats business

Premium Standard Farms

2

European Expansion

3

21

•

Pursue broad, branded distribution in Western Europe

•

Invest in and develop attractive markets

•

Build vertically-integrated and low-cost production in

Eastern Europe

•

Over time, build a solid, highly-efficient Pan European

business

European Strategies

(Building for Tomorrow)

3

Building Market Leadership in Europe

France

Groupe

Aoste

Products: Dry Ham,

Dry Sausage, Cooked

Ham, Cocktail

Sausage

Belgium

Imperial Meat Products

Products: Cooked Ham,

Dry Ham

Netherlands

Stegeman

Products: Cooked

Ham, Dry Ham

Portugal

Nobre

Products: Cooked ham, dry ham,

sausage, salami, ready meals

Germany

Aoste

SB

Products: Cooked

Ham, Dry Ham, Salami,

Liver Sausage, Dry Sausage

Italy

Alponte

Products: Dry Ham

United Kingdom

Smithfield Foods Ltd.

Products: Fresh Meat,

Canned Meat, Continental Meat

Romania

Smithfield PROD

Spain

Campofrío

Poland

Animex

Key:

Other operations and

investments

3

22

23

•

Largest packaged meats producer in Europe

•

Strong branded and private label shares in France,

Belgium, Netherlands, Portugal and Germany

•

50/50 joint venture between Smithfield and Oaktree

Capital Management

•

Smithfield contributed assets of Jean Caby

and

€50 million in cash

Groupe

Smithfield S.L.

3

24

•

Leverage major positions in cooked ham, dry ham and

dry sausage

•

Margin improvement

–

Improve raw material procurement

–

Optimize manufacturing platform

–

Operational improvements through Jean Caby-Aoste

merger

–

Move Jean Caby/Aoste

toward high end of private label market

•

Remain well-positioned to benefit from industry

consolidation

Groupe

Smithfield Strategies

3

25

•

Animex

is largest meat and poultry processor in Poland

•

#1 hog producer

•

#1 pork processor

•

Using vertical integration to expand business

•

Export markets include several EU countries, Japan,

Korea and U.S.

Poland

3

26

•

Substantially increase hog production and pork

processing volume in next three years

•

Significantly increase export sales in next three years

•

Maintain 65/35 percent ratio packaged meats versus

fresh pork

•

Become low-cost producer/processor

Poland Strategies

3

27

Poland Operations Projections

3

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

1,800,000

2,000,000

FY03

FY04

FY05

FY06

FY07

FY08

FY09

0

500,000

1,000,000

1,500,000

2,000,000

2,500,000

3,000,000

Sows

Market Hogs

Hog Processing

28

Romania

•

Country is substantial net importer of pork

•

Smithfield is country’s largest meat processor

•

Company has invested over $400 million in both hog

production and pork processing

3

29

Romania Strategies

•

Revitalize the pork industry in strong pork-consuming

country

•

Develop fully vertically integrated business model and

infrastructure

•

Efficiently utilize mothballed pork processing plant

reopened in 2006

•

Replace imported pork with domestically produced

product

3

30

Pork Consumption Growth for Key Countries

Source: United States Department of Agriculture, USDA Foreign Agricultural Service's Production, Supply and Distribution

3

0%

2%

4%

6%

8%

10%

12%

United States

EU-25

Japan

South Korea

Philippines

Brazil

Mexico

Russian Federation

China

Vietnam

Romania

World

31

Pork Imports as a Percentage of Consumption

Source: United States Department of Agriculture, USDA Foreign Agricultural Service's Production, Supply and Distribution

3

0%

10%

20%

30%

40%

50%

60%

70%

80%

2004

2005

2006

32

The Smithfield Advantage

The Smithfield Advantage

•

Independent operating company structure that takes

advantage of the entrepreneurial spirit and regional

opportunities while achieving the benefits of a global

operation

•

Lean corporate structure that maximizes earnings

potential of independent operating companies

•

Vertically integrated, multi-legged stool including live

production (pork, beef and turkey), fresh meat,

packaged meats and international operations that help

lessen the volatility of the earnings stream

3

33

•

Large base of recognized national and regional brands that

provide protection against an adverse event from

jeopardizing the total company

•

Extremely large distribution system that provides access to

all channels of distribution, both retail and foodservice,

across the U.S. and increasingly across much of Eastern

and Western Europe

•

Highly competitive cost structure that is focused on

controlling operating costs at the manufacturing level to

maintain competitive advantage and long-term viability

The Smithfield Advantage

The Smithfield Advantage

3

34

•

Management team with a long history of successfully

integrating both large and small acquisitions into

immediately accretive operations

•

Management team adept at managing during difficult

times to achieve higher levels of profitability in good

times

•

Management team with a proven track record of

delivering consistently superior returns for more than 30

years

The Smithfield Advantage

The Smithfield Advantage

3

Appendix

Profile and EBITDA Reconciliation

4

37

Pork Segment

Sales: $7.9Bn

Int’l Segment

Sales: $1.0Bn

Beef Segment

Sales: $2.6Bn

Hog Production

Segment

Sales: $1.8Bn

Other Segment

Sales: $0.1Bn

•

World’s largest pork

processor

•

Processed 24.5 million

hogs. 52% of revenues

derived from packaged

meats

•

Sold approximately 3.1

billion pounds of fresh

pork in fiscal 2007

•

Sold approximately 2.9

billion pounds of

packaged meats

products in fiscal 2007

•

Fifth largest beef

processor in the U.S.

•

50% partner to the

largest cattle feeder in

the U.S.

•

Processes

approximately 2 million

cattle annually,

representing 6% of the

U.S. market

•

Sold approximately 1.5

billion pounds of beef

in fiscal 2007

•

World’s largest hog

producer

•

Raised 12.8 million

market hogs

domestically

•

Comprised of turkey

production

operations and

Butterball joint

venture

•

Butterball is the

largest turkey

processor in the U.S.

•

Annually processes

43 million turkeys,

representing 22% of

the U.S. market

FY 2007 Sales¹: $11.9Bn

•

Subsidiaries in Poland,

Romania and the

United Kingdom

•

50% partner in Groupe

Smithfield (former

Sara Lee European

Meats) locations in

Belgium, France,

Germany, The

Netherlands and 

Portugal.

•

Joint ventures or

major investments in

Mexico, Spain and

China

¹

Excludes

intersegment

sales

Smithfield At A Glance

4

38

Hog Production

(number of market sows in production)

•Produces 17.9 million hogs (includes Premium Standard Farms)

•FY2007 sales $1.8 billion (includes intersegment

sales)

1

Approximately

78%

of

Prestage

Farms’

hogs

are

sold

to

Smithfield

Foods,

Inc.

under long-term contract.

²

Includes acquisition of Premium Standard Farms in May 2007

Source: United States Industry Data Successful Farming

Market Leader

²

#1

4

68%

Other

Four producers each

have approximately 2%

share

9%

Seaboard Farms

4%

Prestage

Farms¹

2%

17%

39

Other

23%

Hormel

7%

Swift & Company

11%

Tyson

19%

Excel (Cargill, Inc.)

9%

31%

#1

Pork Processing

(% of hogs processed)

•Processes 30.7 million hogs (includes Premium Standard Farms)

•FY 2007 sales $7.9 billion

¹Includes acquisition of Premium Standard Farms in May 2007

Source: United States Industry Data Successful Farming

Market Leader

¹

4

40

Beef Processing

(% of cattle processed)

•Processes 2.1 million cattle

•FY 2007 sales $2.6 billion

Source: United States Industry Data Successful Farming

Other

11%

Swift & Company

22%

Excel (Cargill, Inc.)

23%

6%

Tyson

30%

National Beef

8%

Market Leader

#5

4

41

Cattle Feeding (% of cattle produced)

•Produces 1.3 million cattle

•FY 2007 sales $1.5 billion²

1

Five

Rivers

is

Smithfield

Foods’

50/50

joint

venture

with

ContiGroup

Companies

2

Includes 100% of the revenues of joint ventures

Source: USDA, Cattle Buyer’s Weekly, CattleFAX, Company Estimates

Note: Other=89%

Market Leader

#1

4

AzTx

Cattle Co.

1.2%

Caprock

Industries

1.5%

Friona Industries LP

1.4%

/Five Rivers Ranch

Cattle Feeding

1

4.2%

Cactus Feeders, Inc.

2.7%

42

1

49 percent-owned joint venture established in October 2006

2

Includes 100% of the revenues of joint ventures

Source: United States Industry Data Successful Farming

Turkey Processing

(% of turkeys processed)

•Processes 43 million turkeys

•FY 2007 sales $870 million²

Market Leader

#1

4

Other

41%

Cargill, Inc.

14%

Sara Lee Corp.

4%

Jennie-O (Hormel)

19%

/Butterball LLC

1

22%

Proven Management Team

Proven Management Team

Joseph W. Luter, III

Chairman

Smithfield Foods, Inc.

27 Years in the Industry

27 Years at Smithfield

31 Years in the Industry

11 Years at Smithfield

30 Years in the Industry

11 Years at Smithfield

36 Years in the Industry

4 Years at Smithfield

14 Years in the Industry

14 Years at Smithfield

12 Years in the Industry

7 Years at Smithfield

41 Years in the Industry

41 Years at Smithfield

Joseph Sebring

President and COO

John Morrell & Co.

C. Larry Pope

President and CEO

Smithfield Foods, Inc.

Robert W. Manly

Executive VP

Smithfield Foods, Inc.

George Richter

President and COO

Farmland Foods

Joseph Luter, IV

President

Smithfield Packing Co.

Jerry Godwin

President and COO

Murphy-Brown, LLC

39 Years in the Industry

6 Years at Smithfield

Richard V. Vesta

President and CEO

Smithfield Beef Group

4

43

44

EBITDA Reconciliation

4

(in millions)

Cook's

/Armour-

Eckrich

Butterball*

Groupe

Smithfield*

Premium

Standard

Farms

Net Income

24

$          

19

$         

20

$         

27

$        

Add:

Interest

21

10

13

7

Depreciation & Amortization

13

5

17

50

Taxes

13

-

8

13

EBITDA

71

$          

34

$         

58

$         

97

$        

*  Butterball and Groupe

Smithfield are presented at 49% and 50%, respectively.